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Debt, Finance Lease Obligations and Other Notes Payable (Tables)
12 Months Ended
Dec. 31, 2017
Debt, Finance Lease Obligations and Other Notes Payable  
Schedule of outstanding Debt, Finance Lease Obligations and Other Notes Payable

 

 

2017

 

 

 

Effective

 

2016

 

 

 

Principal

 

Finance Costs

 

Subtotal

 

Interest Payable

 

Total

 

Interest Rate

 

Total

 

U.S. dollar debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6% Senior Notes due 2018 (1)

 

Ps.

 

Ps.

 

Ps.

 

Ps.

 

Ps.

 

 

Ps.

10,380,514

 

6.625% Senior Notes due 2025 (1)

 

11,823,060

 

(277,743

)

11,545,317

 

221,929

 

11,767,246

 

7.10

%

12,297,715

 

4.625% Senior Notes due 2026 (1)

 

5,911,530

 

(39,327

)

5,872,203

 

113,920

 

5,986,123

 

5.025

%

6,265,685

 

8.50% Senior Notes due 2032 (1)

 

5,911,530

 

(25,169

)

5,886,361

 

153,536

 

6,039,897

 

9.01

%

6,324,531

 

6.625% Senior Notes due 2040 (1)

 

11,823,060

 

(139,592

)

11,683,468

 

361,178

 

12,044,646

 

7.05

%

12,613,632

 

5% Senior Notes due 2045 (1)

 

19,705,100

 

(463,707

)

19,241,393

 

142,315

 

19,383,708

 

5.39

%

20,304,015

 

6.125% Senior Notes due 2046 (1)

 

17,734,590

 

(133,647

)

17,600,943

 

452,602

 

18,053,545

 

6.495

%

18,907,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total U.S. dollar debt

 

72,908,870

 

(1,079,185

)

71,829,685

 

1,445,480

 

73,275,165

 

 

 

87,093,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mexican peso debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.38% Notes due 2020 (2)

 

10,000,000

 

(19,984

)

9,980,016

 

127,100

 

10,107,116

 

7.433

%

10,106,213

 

TIIE + 0.35% Notes due 2021 (2)

 

6,000,000

 

(6,896

)

5,993,104

 

21,902

 

6,015,006

 

7.81

%

6,006,902

 

TIIE + 0.35% Notes due 2022 (2)

 

5,000,000

 

(7,612

)

4,992,388

 

13,957

 

5,006,345

 

7.84

%

5,000,632

 

8.79% Notes due 2027 (2)

 

4,500,000

 

(23,199

)

4,476,801

 

91,196

 

4,567,997

 

8.84

%

 

8.49% Senior Notes due 2037 (1)

 

4,500,000

 

(14,078

)

4,485,922

 

31,837

 

4,517,759

 

8.94

%

4,517,035

 

7.25% Senior Notes due 2043 (1)

 

6,500,000

 

(60,197

)

6,439,803

 

40,580

 

6,480,383

 

7.92

%

6,484,560

 

Bank loans (3)

 

6,000,000

 

(35,646

)

5,964,354

 

6,096

 

5,970,450

 

8.93

%

1,249,631

 

Bank loans (Sky) (4)

 

5,500,000

 

 

5,500,000

 

14,854

 

5,514,854

 

7.11

%

5,500,000

 

Bank loans (TVI) (5)

 

2,642,027

 

(3,949

)

2,638,078

 

3,845

 

2,641,923

 

8.54

%

2,866,273

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Mexican peso debt

 

50,642,027

 

(171,561

)

50,470,466

 

351,367

 

50,821,833

 

 

 

41,731,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total debt (6)

 

123,550,897

 

(1,250,746

)

122,300,151

 

1,796,847

 

124,096,998

 

 

 

128,824,918

 

Less: Current portion of long-term debt

 

307,489

 

(466

)

307,023

 

1,796,847

 

2,103,870

 

 

 

2,678,255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

Ps.

123,243,408

 

Ps.

(1,250,280

)

Ps.

121,993,128

 

Ps.

 

Ps.

121,993,128

 

 

 

Ps.

126,146,663

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease obligations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Satellite transponder lease obligation (7)

 

Ps.

4,938,049

 

Ps.

 

Ps.

4,938,049

 

Ps.

 

Ps.

4,938,049

 

7.30

%

Ps.

5,522,565

 

Other (8)

 

684,725

 

 

684,725

 

 

684,725

 

6.73

%

869,261

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total finance lease obligations

 

5,622,774

 

 

5,622,774

 

 

5,622,774

 

 

 

6,391,826

 

Less: Current portion

 

580,884

 

 

580,884

 

 

580,884

 

 

 

575,576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance lease obligations, net of current portion

 

Ps.

5,041,890

 

Ps.

 

Ps.

5,041,890

 

Ps.

 

Ps.

5,041,890

 

 

 

Ps.

5,816,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other notes payable (9)

 

Ps.

3,684,060

 

Ps.

 

Ps.

3,684,060

 

Ps.

 

Ps.

3,684,060

 

3.00

%

Ps.

4,853,025

 

Less: Current portion

 

1,178,435

 

 

1,178,435

 

 

1,178,435

 

 

 

1,202,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other notes payable, net of current portion

 

Ps.

2,505,625

 

Ps.

 

Ps.

2,505,625

 

Ps.

 

Ps.

2,505,625

 

 

 

Ps.

3,650,681

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The Senior Notes due between 2025 and 2046, in the aggregate outstanding principal amount of U.S.$3,700 million and Ps.11,000,000, are unsecured obligations of the Company, rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Company, and are junior in right of payment to all of the existing and future liabilities of the Company’s subsidiaries. Interest on the Senior Notes due 2025, 2026, 2032, 2037, 2040, 2043, 2045 and 2046, including additional amounts payable in respect of certain Mexican withholding taxes, is 6.97%, 4.86%, 8.94%, 8.93%, 6.97%, 7.62%, 5.26% and 6.44% per annum, respectively, and is payable semi-annually. These Senior Notes may not be redeemed prior to maturity, except (i) in the event of certain changes in law affecting the Mexican withholding tax treatment of certain payments on the securities, in which case the securities will be redeemable, in whole or in part, at the option of the Company; and (ii) in the event of a change of control, in which case the Company may be required to redeem the securities at 101% of their principal amount. Also, the Company may, at its own option, redeem the Senior Notes due 2025, 2026, 2037, 2040, 2043 and 2046, in whole or in part, at any time at a redemption price equal to the greater of the principal amount of these Senior Notes or the present value of future cash flows, at the redemption date, of principal and interest amounts of the Senior Notes discounted at a fixed rate of comparable U.S. or Mexican sovereign bonds. The Senior Notes due 2026, 2032, 2040, 2043, 2045 and 2046 were priced at 99.385%, 99.431%, 98.319%, 99.733%, 96.534%, and 99.677%, respectively, for a yield to maturity of 4.70%, 8.553%, 6.755%, 7.27%, 5.227% and 6.147%, respectively. The Senior Notes due 2025 were issued in two aggregate principal amounts of U.S.$400 million and U.S.$200 million, and were priced at 98.081% and 98.632%, respectively, for a yield to maturity of 6.802% and 6.787%, respectively. The agreement of these Senior Notes contains covenants that limit the ability of the Company and certain restricted subsidiaries engaged in the Group’s Content segment, to incur or assume liens, perform sale and leaseback transactions, and consummate certain mergers, consolidations and similar transactions. The Senior Notes due 2025, 2026, 2032, 2037, 2040, 2045 and 2046 are registered with the U.S. Securities and Exchange Commission (“SEC”). The Senior Notes due 2043 are registered with both the SEC and the Mexican Banking and Securities Commission (“Comisión Nacional Bancaria y de Valores”). In December 2017, the Company prepaid the principal outstanding amount of U.S.$500 million Senior Notes due 2018 at an aggregate redemption price of Ps.9,841,716 (U.S.$511.7 million), which included related fees and accrued and unpaid interest at the redemption date (see Note 22).

 

(2)

In 2010, 2014, 2015 and October 2017, the Company issued Notes (“Certificados Bursátiles”) due 2020, 2021, 2022 and 2027, respectively, through the Mexican Stock Exchange (“Bolsa Mexicana de Valores”) in the aggregate principal amount of Ps.10,000,000, Ps.6,000,000, Ps.5,000,000 and Ps.4,500,000, respectively. Interest on the Notes due 2020 is 7.38% per annum and is payable semi-annually. Interest on the Notes due 2021 and 2022 is the Equilibrium Interbank Interest Rate (“Tasa de Interés Interbancaria de Equilibrio” or “TIIE”) plus 35 basis points per annum and is payable every 28 days. Interest on the Notes due 2027 is 8.79% per annum and is payable semi-annually. The Company may, at its own option, redeem the Notes due 2020 and 2027, in whole or in part, at any semi-annual interest payment date at a redemption price equal to the greater of the principal amount of the outstanding Notes and the present value of future cash flows, at the redemption date, of principal and interest amounts of the Notes discounted at a fixed rate of comparable Mexican sovereign bonds. The Company may, at its own option, redeem the Notes due 2021 and 2022, in whole or in part, at any date at a redemption price equal to the greater of the principal amount of the outstanding Notes and an average price calculated from prices to be provided at the redemption date by two Mexican financial pricing companies. The agreement of these Notes contains covenants that limit the ability of the Company and certain restricted subsidiaries appointed by the Company’s Board of Directors, and engaged in the Group’s Content segment, to incur or assume liens, perform sale and leaseback transactions, and consummate certain mergers, consolidations and similar transactions.

 

(3)

In November and December 2017, the Company entered into long-term credit agreements with three Mexican banks, in the aggregate principal amount of Ps.6,000,000, and an annual interest rate payable on a monthly basis of 28-day TIIE plus a range between 125 and 130 basis points , and principal maturities between 2022 and 2023. The proceeds of these loans were used primarily for the prepayment in full of the Senior Notes due 2018. Under the terms of these loan agreements, the Company is required to (a) maintain certain financial coverage ratios related to indebtedness and interest expense; and (b) comply with the restrictive covenant on spin-offs, mergers and similar transactions. In 2016 includes a long-term credit agreement entered into by the Company with a Mexican bank in the principal amount of Ps.1,250,000 with principal maturities between 2017 and 2018, and an annual interest rate payable on a monthly basis of 28-day TIIE plus 117.5 basis points. The Company prepaid the remaining principal amount of this credit agreement in fourth quarter of 2017, in the aggregate amount of Ps.629,311, which included accrued and unpaid interest. In 2015, included (i) a long-term bank loan entered into by the Company with a Mexican bank in the principal amount of Ps.1,782,000, with a maturity in 2016, and an annual interest rate payable on a monthly basis of 28-day TIIE plus 15 basis points in 2014, a range between 30 and 70 basis points in 2015, and a range between 70 and 80 basis points in 2016; and (ii) a credit agreement entered into by the Company with a Mexican bank in the aggregate principal amount of Ps.500,000, with a maturity in 2016, and an annual interest rate payable on a monthly basis of 28-day TIIE plus a range between 0 and 30 basis points in 2015, and a range between 30 and 80 basis points in 2016. The proceeds of this credit agreement were used by the Group to prepay long-term debt previously entered into by Telecable and related accrued interest in the aggregate amount of Ps.507,632 (see Note 3). In June 2015, the Company prepaid long-term bank loans in the aggregate amount of Ps.1,600,000, with original principal maturities between 2017 and 2021, and an annual interest rate payable on a monthly basis of a range between 8.77% and 9.4%. The aggregate amount paid by the Company amounted to Ps.1,814,312, which included related accrued interest and fees. In September 2014, the Company prepaid long-term credits in the aggregate principal amount of Ps.4,500,000, which were originally due in 2016. As described below, the Company used funds received from Sky to prepay a portion of its Mexican peso outstanding long-term loans with original maturities between 2016 and 2017 in the aggregate principal amount of Ps.3,532,000. Total cash used for these prepayments amounted to Ps.3,568,838, which included the partial settlement of a derivative contract which the Company contracted to cover the rate risk in this loan and accrued interest.

 

(4)

In June 2015, Sky prepaid two long-term loans in the principal amount of Ps.1,400,000 and Ps.2,100,000, with an original maturity in 2016, and annual interest of TIIE plus 24 basis points and 8.74%, respectively, which was payable on a monthly basis. The aggregate amount paid by Sky amounted to Ps.3,651,712, which included related accrued interest, the settlement of a related derivative contract, and fees. This prepayment was funded primarily by a long-term loan made by the Company in the principal amount of Ps.3,500,000, with a maturity in 2022, and an annual interest rate of 7.38%, which is payable on a monthly basis. In March 2016, Sky (i) entered into long-term debt agreements with two Mexican banks in the aggregate principal amount of Ps.5,500,000, with maturities in 2021 and 2023, and interest payable on a monthly basis and an annual rate in the range of 7.0% and 7.13%; and (ii) prepaid to the Company an outstanding amount in connection with a long-term loan in the principal amount of Ps.3,500,000.

 

(5)

In 2017 and 2016, included outstanding balances in the aggregate principal amount of Ps.2,642,027 and Ps.2,868,686, respectively, in connection with certain credit agreements entered into by TVI with Mexican banks, with maturities between 2017 and 2022, bearing interest at an annual rate of TIIE plus a range between 100 and 125 basis points, which is payable on a monthly basis. Under the terms of these credit agreements, TVI is required to comply with certain restrictive covenants and financial coverage ratios.

 

(6)

Total debt as of December 31, 2016, is presented net of unamortized finance costs in the aggregate amount of Ps.1,290,595, and interest payable in the aggregate amount of Ps.1,827,307.

 

(7)

Starting from the fourth quarter of 2012, Sky is obligated to pay a monthly fee of U.S.$3.0 million under a capital lease agreement entered into with Intelsat Global Sales & Marketing Ltd. (“Intelsat”) in March 2010 for satellite signal reception and retransmission service from 24 KU-band transponders on satellite IS-21, which became operational in October 2012. The service term for IS-21 will end at the earlier of (a) the end of 15 years or (b) the date IS-21 is taken out of service (see Note 11).

 

(8)

Includes minimum lease payments of property and equipment under leases that qualify as finance leases. In 2017 and 2016, includes Ps.571,420 and Ps.683,474, respectively, in connection with a lease agreement entered into by a subsidiary of the Company and GTAC, for the right to use certain capacity of a telecommunications network through 2029 (see Note 19). This lease agreement provides for annual payments through 2024. Other finance leases have terms which expire at various dates between 2017 and 2020.

 

(9)

Notes payable issued by the Company in connection with the acquisition in 2016 of a non-controlling interest in TVI. In 2017 and 2016, cash payments to be made between 2017 and 2020 related to these notes payable amounted to an aggregate of Ps.3,808,395 and Ps.5,106,250, respectively, including interest of Ps.316,395 and Ps.356,250, respectively (see Note 3). Accumulated accrued interest for this transaction amounted to Ps.192,060 and Ps.103,025, as of December 31, 2017 and 2016, respectively. This was regarded as a Level 2 debt which was fair valued using a discount cash flow approach, which discounts the contractual cash flows using discount rates derived from observable market price of other quotes debt instruments. In March 2017, the Group prepaid a portion of the outstanding other notes payable with original maturities in August 2017 and 2018, for an aggregate amount of Ps.1,292,438, which included accrued interest at the payment date.

Schedule of outstanding principal amounts of hedged items

 

 

December 31, 2017

 

December 31, 2016

 

Hedged Items

 

Millions of
U.S. dollars

 

Thousands of
Mexican
pesos

 

Millions of
U.S. dollars

 

Thousands of
Mexican
pesos

 

Investment in shares of UHI (net investment hedge)

 

U.S.$

413.3

 

Ps.

8,144,843

 

U.S.$

350.7

 

Ps.

7,236,587

 

Warrants issued by UHI (foreign currency fair value hedge)

 

1,847.0

 

36,395,183

 

1,855.9

 

38,298,606

 

Open Ended Fund (foreign currency fair value hedge)

 

180.0

 

3,546,918

 

180.0

 

3,817,586

 

 

 

 

 

 

 

 

 

 

 

Total

 

U.S.$

2,440.3

 

Ps.

48,086,944

 

U.S.$

2,386.6

 

Ps.

49,352,779

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule of debt maturities

 

Debt maturities for the years subsequent to December 31, 2017, are as follows:

 

 

Nominal

 

Unamortized
Finance Costs

 

2018

 

Ps.

307,489

 

Ps.

(466

)

2019

 

989,156

 

(1,537

)

2020

 

10,492,489

 

(20,700

)

2021

 

7,992,489

 

(7,246

)

2022

 

11,860,404

 

(29,139

)

Thereafter

 

91,908,870

 

(1,191,658

)

 

 

 

 

 

 

 

 

Ps.

123,550,897

 

Ps.

(1,250,746

)

 

 

 

 

 

 

 

 

 

Schedule of future minimum payments under finance lease obligations

 

Future minimum payments under finance lease obligations for the years subsequent to December 31, 2017, are as follows:

2018

 

Ps.

1,001,456

 

2019

 

910,797

 

2020

 

919,007

 

2021

 

762,952

 

2022

 

736,144

 

Thereafter

 

3,417,931

 

 

 

 

 

 

 

7,748,287

 

Less: Amount representing interest

 

2,125,513

 

 

 

 

 

 

 

Ps.

5,622,774

 

 

 

 

 

 

 

Schedule of reconciliation of long-term debt and finance lease obligations arising from financing activities

 

 

 

 

Cash Flow

 

Non-Cash Changes

 

 

 

 

 

Balance as of
January 1, 2017

 

New Debt

 

Payments

 

Foreign
Exchange
Income

 

Interest

 

Balance as of
December 31,
2017

 

Debt

 

Ps. 

128,288,206

 

Ps.

10,500,000

 

Ps.

(11,094,159

)

Ps.

(4,143,150

)

Ps.

 

Ps.

123,550,897

 

Satellite transponder lease obligations

 

5,522,565

 

 

(351,335

)

(233,181

)

 

4,938,049

 

Finance lease obligations

 

869,261

 

 

(218,376

)

 

33,840

 

684,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total debt and lease obligations

 

Ps. 

134,680,032

 

10,500,000

 

(11,663,870

)

Ps.

(4,376,331

)

Ps.

33,840

 

Ps.

129,173,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance cost

 

 

 

(50,042

)

 

 

 

 

 

 

 

Expense on Senior Notes prepayment

 

 

 

 

(158,496

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash in financing activities

 

 

 

Ps.

10,449,958

 

Ps.

(11,822,366

)